85338 Federal Register / Vol. 88, No. 234 / Thursday, December 7, 2023 / Notices 

9 In addition, Rule 19b–4(f)(6) requires a selfregulatory organization to give the Commission 

written notice of its intent to file the proposed rule 

change at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. The 

Exchange has satisfied this requirement. 

10 17 CFR 240.19b–4(f)(6)(iii). 

11For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 12 17 CFR 200.30–3(a)(12), (59). 

1 15 U.S.C. 78q(d). 

2 17 CFR 240.17d–2. 

3 15 U.S.C. 78s(g)(1). 

4 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), 

respectively. 

5 15 U.S.C. 78q(d)(1). 

6See Securities Act Amendments of 1975, Report 

of the Senate Committee on Banking, Housing, and 

Urban Affairs to Accompany S. 249, S. Rep. No. 94– 

75, 94th Cong., 1st Session 32 (1975). 

(iii) by its terms, does not become 

operative for 30 days after the date of 

the filing, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest.9

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act normally does not become operative 

for 30 days after the date of its filing. 

However, Rule 19b–4(f)(6)(iii) 10 permits 

the Commission to designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange requested that 

the Commission waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The proposed change raises no 

novel legal or regulatory issues and 

modifies the Exchange’s rules to correct 

citations to Rule 600(b) of Regulation 

NMS, which should help prevent 

confusion and result in increased clarity 

within the Exchange’s rules. Therefore, 

the Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change operative upon 

filing.11

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSEARCA–2023–81 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSEARCA–2023–81. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSEARCA–2023–81 and should be 

submitted on or before December 28, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–26799 Filed 12–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99065; File No. 4–818] 

Program for Allocation of Regulatory 

Responsibilities Pursuant to Rule 17d– 

2; Notice of Filing of Proposed Plan for 

the Allocation of Regulatory 

Responsibilities Between the Financial 

Industry Regulatory Authority, Inc. and 

Nasdaq PHLX LLC 

December 1, 2023. 

Pursuant to section 17(d) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 17d–2 thereunder,2

notice is hereby given that on November 

17, 2023, the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

and Nasdaq PHLX LLC (‘‘PHLX’’) 

(together with FINRA, the ‘‘Parties’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’) 

a plan for the allocation of regulatory 

responsibilities, dated November 15, 

2023 (‘‘17d–2 Plan’’ or the ‘‘Plan’’). The 

Commission is publishing this notice to 

solicit comments on the 17d–2 Plan 

from interested persons. 

I. Introduction 

Section 19(g)(1) of the Act,3 among 

other things, requires every selfregulatory organization (‘‘SRO’’) 

registered as either a national securities 

exchange or national securities 

association to examine for, and enforce 

compliance by, its members and persons 

associated with its members with the 

Act, the rules and regulations 

thereunder, and the SRO’s own rules, 

unless the SRO is relieved of this 

responsibility pursuant to section 17(d) 

or section 19(g)(2) of the Act.4 Without 

this relief, the statutory obligation of 

each individual SRO could result in a 

pattern of multiple examinations of 

broker-dealers that maintain 

memberships in more than one SRO 

(‘‘common members’’). Such regulatory 

duplication would add unnecessary 

expenses for common members and 

their SROs. 

Section 17(d)(1) of the Act 5 was 

intended, in part, to eliminate 

unnecessary multiple examinations and 

regulatory duplication.6 With respect to 

a common member, section 17(d)(1) 

authorizes the Commission, by rule or 


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7 17 CFR 240.17d–1 and 17 CFR 240.17d–2, 

respectively. 

8See Securities Exchange Act Release No. 12352 

(April 20, 1976), 41 FR 18808 (May 7, 1976). 

9See Securities Exchange Act Release No. 12935 

(October 28, 1976), 41 FR 49091 (November 8, 

1976). 

10The proposed 17d–2 Plan refers to these 

common members as ‘‘Dual Members.’’ See 

Paragraph 1(c) of the proposed 17d–2 Plan. 

11See paragraph 1(b) of the proposed 17d–2 Plan 

(defining Common Rules). See also paragraph 1(f) 

of the proposed 17d–2 Plan (defining Regulatory 

Responsibilities). Paragraph 2 of the Plan provides 

that annually, or more frequently as required by 

changes in either PHLX rules or FINRA rules, the 

parties shall review and update, if necessary, the 

list of Common Rules. 

12See paragraph 5 of the proposed 17d–2 Plan. 13See paragraph 2 of the proposed 17d–2 Plan. 

order, to relieve an SRO of the 

responsibility to receive regulatory 

reports, to examine for and enforce 

compliance with applicable statutes, 

rules, and regulations, or to perform 

other specified regulatory functions. 

To implement section 17(d)(1), the 

Commission adopted two rules: Rule 

17d–1 and Rule 17d–2 under the Act.7

Rule 17d–1 authorizes the Commission 

to name a single SRO as the designated 

examining authority (‘‘DEA’’) to 

examine common members for 

compliance with the financial 

responsibility requirements imposed by 

the Act, or by Commission or SRO 

rules.8 When an SRO has been named as 

a common member’s DEA, all other 

SROs to which the common member 

belongs are relieved of the responsibility 

to examine the firm for compliance with 

the applicable financial responsibility 

rules. On its face, Rule 17d–1 deals only 

with an SRO’s obligations to enforce 

member compliance with financial 

responsibility requirements. Rule 17d–1 

does not relieve an SRO from its 

obligation to examine a common 

member for compliance with its own 

rules and provisions of the federal 

securities laws governing matters other 

than financial responsibility, including 

sales practices and trading activities and 

practices. 

To address regulatory duplication in 

these and other areas, the Commission 

adopted Rule 17d–2 under the Act.9

Rule 17d–2 permits SROs to propose 

joint plans for the allocation of 

regulatory responsibilities with respect 

to their common members. Under 

paragraph (c) of Rule 17d–2, the 

Commission may declare such a plan 

effective if, after providing for 

appropriate notice and comment, it 

determines that the plan is necessary or 

appropriate in the public interest and 

for the protection of investors; to foster 

cooperation and coordination among the 

SROs; to remove impediments to, and 

foster the development of, a national 

market system and a national clearance 

and settlement system; and is in 

conformity with the factors set forth in 

section 17(d) of the Act. Commission 

approval of a plan filed pursuant to Rule 

17d–2 relieves an SRO of those 

regulatory responsibilities allocated by 

the plan to another SRO. 

II. Proposed Plan 

The proposed 17d–2 Plan is intended 

to reduce regulatory duplication for 

firms that are common members of both 

PHLX and FINRA.10 Pursuant to the 

proposed 17d–2 Plan, FINRA would 

assume certain examination and 

enforcement responsibilities for 

common members with respect to 

certain applicable laws, rules, and 

regulations. 

The text of the Plan delineates the 

proposed regulatory responsibilities 

with respect to the Parties. Included in 

the proposed Plan is an exhibit (the 

‘‘PHLX Certification of Common Rules,’’ 

referred to herein as the ‘‘Certification’’) 

that lists every PHLX rule, and select 

federal securities laws, rules, and 

regulations, for which FINRA would 

bear responsibility under the Plan for 

overseeing and enforcing with respect to 

PHLX members that are also members of 

FINRA and the associated persons 

therewith (‘‘Dual Members’’). 

Specifically, under the 17d–2 Plan, 

FINRA would assume examination and 

enforcement responsibility relating to 

compliance by Dual Members with the 

rules of PHLX that are substantially 

similar to the applicable rules of 

FINRA,11 as well as any provisions of 

the federal securities laws and the rules 

and regulations thereunder delineated 

in the Certification (‘‘Common Rules’’). 

In the event that a Dual Member is the 

subject of an investigation relating to a 

transaction on PHLX, the plan 

acknowledges that PHLX may, in its 

discretion, exercise concurrent 

jurisdiction and responsibility for such 

matter.12

Under the Plan, PHLX would retain 

full responsibility for surveillance, 

examination, investigation and 

enforcement with respect to trading 

activities or practices involving PHLX’s 

own marketplace, including, without 

limitation, registration pursuant to its 

applicable rules of associated persons 

(i.e., registration rules that are not 

Common Rules); its duties as a DEA 

pursuant to Rule 17d–1 under the Act; 

and any PHLX rules that are not 

Common Rules, except for PHLX Rules 

for any PHLX member that operates as 

a facility (as defined in section 3(a)(2) of 

the Exchange Act), acts as an outbound 

router for PHLX and is a member of 

FINRA (‘‘Router Member’’).13

The text of the proposed 17d–2 Plan 

is as follows: 

Agreement Between Financial Industry 

Regulatory Authority, Inc. and NASDAQ 

PHLX LLC Pursuant to Rule 17d–2 Under the 

Securities Exchange Act of 1934 

This Agreement, by and between Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) and Nasdaq PHLX LLC (‘‘PHLX’’), 

is made this 15th day of November, 2023 (the 

‘‘Agreement’’), pursuant to section 17(d) of 

the Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’) and Rule 17d–2 thereunder, 

which permits agreements between selfregulatory organizations to allocate 

regulatory responsibility to eliminate 

regulatory duplication. FINRA and PHLX 

may be referred to individually as a ‘‘party’’ 

and together as the ‘‘parties.’’ 

Whereas, FINRA and PHLX desire to 

reduce duplication in the examination of 

their Dual Members (as defined herein) and 

in the filing and processing of certain 

registration and membership records; and 

Whereas, FINRA and PHLX desire to 

execute an agreement covering such subjects 

pursuant to the provisions of Rule 17d–2 

under the Exchange Act and to file such 

agreement with the U.S. Securities and 

Exchange Commission (the ‘‘SEC’’ or 

‘‘Commission’’) for its approval. 

Now, therefore, in consideration of the 

mutual covenants contained hereinafter, 

FINRA and PHLX hereby agree as follows: 

1. Definitions. Unless otherwise defined in 

this Agreement or the context otherwise 

requires, the terms used in this Agreement 

shall have the same meaning as they have 

under the Exchange Act and the rules and 

regulations thereunder. As used in this 

Agreement, the following terms shall have 

the following meanings: 

(a) ‘‘PHLX Rules’’ or ‘‘FINRA Rules’’ shall 

mean the rules of PHLX or FINRA, 

respectively, as the rules of an exchange or 

association are defined in Exchange Act 

section 3(a)(27). 

(b) ‘‘Common Rules’’ shall mean the PHLX 

Rules that are substantially similar to the 

applicable FINRA Rules and certain 

provisions of the Exchange Act and SEC rules 

set forth on Exhibit 1 in that examination for 

compliance with such provisions and rules 

would not require FINRA to develop one or 

more new examination standards, modules, 

procedures, or criteria in order to analyze the 

application of the rule, or a Dual Member’s 

activity, conduct, or output in relation to 

such provision or rule; provided, however, 

Common Rules shall not include the 

application of the SEC, PHLX or FINRA rules 

as they pertain to violations of insider trading 

activities, which is covered by a separate 

17d–2 Agreement by and among Cboe BZX 

Exchange, Inc., Cboe BYX Exchange, Inc., 

Chicago Stock Exchange, Inc., Cboe EDGA 

Exchange, Inc., Cboe EDGX Exchange, Inc., 

Financial Industry Regulatory Authority, 

Inc., MEMX LLC, MIAX PEARL, LLC, Nasdaq 

BX, Inc., Nasdaq PHLX LLC, The Nasdaq 


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Stock Market LLC, NYSE National, Inc., New 

York Stock Exchange LLC, NYSE American 

LLC, NYSE Arca, Inc., Investors’ Exchange 

LLC and Long-Term Stock Exchange, Inc. 

approved by the Commission on September 

23, 2020. Common Rules shall not include 

any provisions regarding: (i) notice, reporting 

or any other filings made directly to or from 

PHLX; (ii) incorporation by reference of other 

PHLX Rules that are not Common Rules; (iii) 

exercise of discretion in a manner that differs 

from FINRA’s exercise of discretion 

including, but not limited to exercise of 

exemptive authority by PHLX; (iv) prior 

written approval of PHLX; and (v) payment 

of fees or fines to PHLX. 

(c) ‘‘Dual Members’’ shall mean those 

PHLX members that are also members of 

FINRA and the associated persons therewith. 

(d) ‘‘Effective Date’’ shall have the meaning 

set forth in paragraph 13. 

(e) ‘‘Enforcement Responsibilities’’ shall 

mean the conduct of appropriate 

proceedings, in accordance with the FINRA 

Code of Procedure (the Rule 9000 Series) and 

other applicable FINRA procedural rules, to 

determine whether violations of Common 

Rules have occurred, and if such violations 

are deemed to have occurred, the imposition 

of appropriate sanctions as specified under 

the FINRA Code of Procedure and FINRA’s 

sanction guidelines. 

(f) ‘‘Regulatory Responsibilities’’ shall 

mean the examination responsibilities and 

Enforcement Responsibilities relating to 

compliance by the Dual Members with the 

Common Rules and the provisions of the 

Exchange Act and the rules and regulations 

thereunder, and other applicable laws, rules 

and regulations, each as set forth on Exhibit 

1 attached hereto. The term ‘‘Regulatory 

Responsibilities’’ shall also include the 

surveillance, investigation and Enforcement 

Responsibilities relating to compliance by 

Dual Members with Rule 14e–4 of the 

Exchange Act (‘‘Rule 14e–4’’), with a focus 

on the standardized call option provision of 

Rule 14e–4(a)(1)(ii)(D). 

2. Regulatory Responsibilities. FINRA shall 

assume Regulatory Responsibilities for Dual 

Members. Attached as Exhibit 1 to this 

Agreement and made part hereof, PHLX 

furnished FINRA with a current list of 

Common Rules and certified to FINRA that 

such rules are substantially similar to the 

corresponding FINRA Rule (the 

‘‘Certification’’). FINRA hereby agrees that 

the rules listed in the Certification are 

Common Rules as defined in this Agreement. 

Each year following the Effective Date of this 

Agreement, or more frequently if required by 

changes in either the PHLX Rules or FINRA 

Rules, PHLX shall submit an updated list of 

Common Rules to FINRA for review which 

shall add PHLX Rules not included in the 

current list of Common Rules that qualify as 

Common Rules as defined in this Agreement; 

delete PHLX Rules included in the current 

list of Common Rules that no longer qualify 

as Common Rules as defined in this 

Agreement; and confirm that the remaining 

rules on the current list of Common Rules 

continue to be PHLX Rules that qualify as 

Common Rules as defined in this Agreement. 

Within 30 days of receipt of such updated 

list, FINRA shall confirm in writing whether 

the rules listed in any updated list are 

Common Rules as defined in this Agreement. 

Notwithstanding anything herein to the 

contrary, it is explicitly understood that the 

term ‘‘Regulatory Responsibilities’’ does not 

include, and PHLX shall retain full 

responsibility for (unless otherwise 

addressed by separate agreement or rule) the 

following (collectively, the ‘‘Retained 

Responsibilities’’): 

(a) Surveillance, examination, investigation 

and enforcement with respect to trading 

activities or practices involving PHLX’s own 

marketplaces; 

(b) registration pursuant to its applicable 

rules of associated persons (i.e., registration 

rules that are not Common Rules); 

(c) discharge of its duties and obligations 

as a Designated Examining Authority 

pursuant to Rule 17d–1 under the Exchange 

Act; and 

(d) any PHLX Rules that are not Common 

Rules, except for PHLX Rules for any PHLX 

member that operates as a facility (as defined 

in section 3(a)(2) of the Exchange Act), acts 

as an outbound router for PHLX and is a 

member of FINRA (‘‘Router Member’’) as 

provided in paragraph 5. As of the date of 

this Agreement, Nasdaq Execution Services, 

LLC is the only Router Member. 

3. No Charge. There shall be no charge to 

PHLX by FINRA for performing the 

Regulatory Responsibilities under this 

Agreement except as hereinafter provided. 

FINRA shall provide PHLX with ninety (90) 

days advance written notice in the event 

FINRA decides to impose any charges to 

PHLX for performing the Regulatory 

Responsibilities under this Agreement. If 

FINRA determines to impose a charge, PHLX 

shall have the right at the time of the 

imposition of such charge to terminate this 

Agreement; provided, however, that FINRA’s 

Regulatory Responsibilities under this 

Agreement shall continue until the 

Commission approves the termination of this 

Agreement. 

4. Reassignment of Regulatory 

Responsibilities. Notwithstanding any 

provision hereof, this Agreement shall be 

subject to any statute, or any rule or order of 

the Commission. To the extent such action is 

inconsistent with this Agreement, such 

action shall supersede the provisions hereof 

to the extent necessary for them to be 

properly effectuated and the provisions 

hereof in that respect shall be null and void. 

5. Notification of Violations. In the event 

that FINRA becomes aware of apparent 

violations of any PHLX Rules, which are not 

listed as Common Rules, discovered pursuant 

to the performance of the Regulatory 

Responsibilities assumed hereunder, FINRA 

shall notify PHLX of those apparent 

violations for such response as PHLX deems 

appropriate. With respect to apparent 

violations of any PHLX Rules by any Router 

Member, FINRA shall not make referrals to 

PHLX pursuant to this paragraph 5. Such 

apparent violations shall be processed by, 

and enforcement proceedings in respect 

thereto will be conducted by, FINRA as 

provided in this Agreement. In the event that 

PHLX becomes aware of apparent violations 

of any Common Rules, discovered pursuant 

to the performance of the Retained 

Responsibilities, PHLX shall notify FINRA of 

those apparent violations and such matters 

shall be handled by FINRA as provided in 

this Agreement. Each party agrees to make 

available promptly all files, records and 

witnesses necessary to assist the other in its 

investigation or proceedings. Apparent 

violations of Common Rules shall be 

processed by, and enforcement proceedings 

in respect thereto shall be conducted by 

FINRA as provided hereinbefore; provided, 

however, that in the event a Dual Member is 

the subject of an investigation relating to a 

transaction on PHLX, PHLX may in its 

discretion assume concurrent jurisdiction 

and responsibility. 

6. Continued Assistance. 

(a) FINRA shall make available to PHLX all 

information obtained by FINRA in the 

performance by it of the Regulatory 

Responsibilities hereunder with respect to 

the Dual Members subject to this Agreement. 

In particular, and not in limitation of the 

foregoing, FINRA shall furnish PHLX any 

information it obtains about Dual Members 

which reflects adversely on their financial 

condition. PHLX shall make available to 

FINRA any information coming to its 

attention that reflects adversely on the 

financial condition of Dual Members or 

indicates possible violations of applicable 

laws, rules or regulations by such firms. 

(b) The parties agree that documents or 

information shared shall be held in 

confidence, and used only for the purposes 

of carrying out their respective regulatory 

obligations. Neither party shall assert 

regulatory or other privileges as against the 

other with respect to documents or 

information that is required to be shared 

pursuant to this Agreement. 

(c) The sharing of documents or 

information between the parties pursuant to 

this Agreement shall not be deemed a waiver 

as against third parties of regulatory or other 

privileges relating to the discovery of 

documents or information. 

7. Dual Member Applications. 

(a) Dual Members subject to this 

Agreement shall be required to submit, and 

FINRA shall be responsible for processing 

and acting upon all applications submitted 

on behalf of partners, officers, registered 

personnel and any other person required to 

be approved by the PHLX Rules and FINRA 

Rules or associated with Dual Members 

thereof. Upon request, FINRA shall advise 

PHLX of any changes of allied members, 

partners, officers, registered personnel and 

other persons required to be approved by the 

PHLX Rules and FINRA Rules. 

(b) Dual Members shall be required to send 

to FINRA all letters, termination notices or 

other material respecting the individuals 

listed in paragraph 7(a). 

(c) When as a result of processing such 

submissions FINRA becomes aware of a 

statutory disqualification as defined in the 

Exchange Act with respect to a Dual Member, 

FINRA shall determine pursuant to sections 

15A(g) and/or section 6(c) of the Exchange 

Act the acceptability or continued 

applicability of the person to whom such 

disqualification applies and keep PHLX 

advised of its actions in this regard for such 

subsequent proceedings as PHLX may 

initiate. 


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(d) Notwithstanding the foregoing, FINRA 

shall not review the membership application, 

reports, filings, fingerprint cards, notices, or 

other writings filed to determine if such 

documentation submitted by a broker or 

dealer, or an associated person therewith or 

other persons required to register or qualify 

by examination meets the PHLX 

requirements for general membership or for 

specified categories of membership or 

participation in PHLX, such as PSX Market 

Maker, Equities ECN, Order Entry Firm, or 

any similar type of PHLX membership or 

participation that is created after this 

Agreement is executed. FINRA shall not 

review applications or other documentation 

filed to request a change in the rights or 

status described in this paragraph 7(d), 

including termination or limitation on 

activities, of a member or a participant of 

PHLX, or a person associated with, or 

requesting association with, a member or 

participant of PHLX. 

8. Branch Office Information. FINRA shall 

also be responsible for processing and, if 

required, acting upon all requests for the 

opening, address changes, and terminations 

of branch offices by Dual Members and any 

other applications required of Dual Members 

with respect to the Common Rules as they 

may be amended from time to time. Upon 

request, FINRA shall advise PHLX of the 

opening, address change and termination of 

branch and main offices of Dual Members 

and the names of such branch office 

managers. 

9. Customer Complaints. PHLX shall 

forward to FINRA copies of all customer 

complaints involving Dual Members received 

by PHLX relating to FINRA’s Regulatory 

Responsibilities under this Agreement. It 

shall be FINRA’s responsibility to review and 

take appropriate action in respect to such 

complaints. 

10. Advertising. FINRA shall assume 

responsibility to review the advertising of 

Dual Members subject to the Agreement, 

provided that such material is filed with 

FINRA in accordance with FINRA’s filing 

procedures and is accompanied with any 

applicable filing fees set forth in FINRA 

Rules. 

11. No Restrictions on Regulatory Action. 

Nothing contained in this Agreement shall 

restrict or in any way encumber the right of 

either party to conduct its own independent 

or concurrent investigation, examination or 

enforcement proceeding of or against Dual 

Members, as either party, in its sole 

discretion, shall deem appropriate or 

necessary. 

12. Termination. This Agreement may be 

terminated by PHLX or FINRA at any time 

upon the approval of the Commission after 

one (1) year’s written notice to the other 

party, except as provided in paragraph 3. 

13. Effective Date. This Agreement shall be 

effective upon approval of the Commission. 

14. Arbitration. In the event of a dispute 

between the parties as to the operation of this 

Agreement, PHLX and FINRA hereby agree 

that any such dispute shall be settled by 

arbitration in Washington, DC in accordance 

with the rules of the American Arbitration 

Association then in effect, or such other 

procedures as the parties may mutually agree 

upon. Judgment on the award rendered by 

the arbitrator(s) may be entered in any court 

having jurisdiction. Each party acknowledges 

that the timely and complete performance of 

its obligations pursuant to this Agreement is 

critical to the business and operations of the 

other party. In the event of a dispute between 

the parties, the parties shall continue to 

perform their respective obligations under 

this Agreement in good faith during the 

resolution of such dispute unless and until 

this Agreement is terminated in accordance 

with its provisions. Nothing in this paragraph 

14 shall interfere with a party’s right to 

terminate this Agreement as set forth herein. 

15. Amendment. This Agreement may be 

amended in writing duly approved by each 

party. All such amendments must be filed 

with and approved by the Commission before 

they become effective. 

16. Limitation of Liability. Neither FINRA 

nor PHLX nor any of their respective 

directors, governors, officers or employees 

shall be liable to the other party to this 

Agreement for any liability, loss or damage 

resulting from or claimed to have resulted 

from any delays, inaccuracies, errors or 

omissions with respect to the provision of 

Regulatory Responsibilities as provided 

hereby or for the failure to provide any such 

responsibility, except with respect to such 

liability, loss or damages as shall have been 

suffered by one or the other of FINRA or 

PHLX and caused by the willful misconduct 

of the other party or their respective 

directors, governors, officers or employees. 

No warranties, express or implied, are made 

by FINRA or PHLX with respect to any of the 

responsibilities to be performed by each of 

them hereunder. 

17. Relief from Responsibility. Pursuant to 

sections 17(d)(1)(A) and 19(g) of the 

Exchange Act and Rule 17d–2 thereunder, 

FINRA and PHLX join in requesting the 

Commission, upon its approval of this 

Agreement or any part thereof, to relieve 

PHLX of any and all responsibilities with 

respect to matters allocated to FINRA 

pursuant to this Agreement; provided, 

however, that this Agreement shall not be 

effective until the Effective Date. 

18. Severability. Any term or provision of 

this Agreement that is invalid or 

unenforceable in any jurisdiction shall, as to 

such jurisdiction, be ineffective to the extent 

of such invalidity or unenforceability 

without rendering invalid or unenforceable 

the remaining terms and provisions of this 

Agreement or affecting the validity or 

enforceability of any of the terms or 

provisions of this Agreement in any other 

jurisdiction. 

19. Separate Agreement. This Agreement is 

wholly separate from (1) the multiparty 

Agreement made pursuant to Rule 17d–2 of 

the Exchange Act among Cboe BZX 

Exchange, Inc., BOX Exchange, Cboe 

Exchange, Inc., Cboe C2 Exchange, Inc., 

Nasdaq ISE, LLC, Financial Industry 

Regulatory Authority, Inc., Miami 

International Securities Exchange, LLC, 

NYSE American LLC, NYSE Arca, Inc., The 

Nasdaq Stock Market, LLC, Nasdaq BX, Inc., 

Nasdaq PHLX LLC, Nasdaq GEMX, LLC, 

Cboe EDGX Exchange, Inc., Nasdaq MRX, 

LLC, MIAX PEARL, LLC, MIAX Emerald, 

LLC, and MEMX LCC approved by the 

Commission on October 18, 2022 involving 

the allocation of regulatory responsibilities 

with respect to common members for 

compliance with common rules relating to 

the conduct by broker-dealers of accounts for 

listed options, index warrants, currency 

index warrants and currency warrants or (2) 

the multiparty Agreement made pursuant to 

Rule 17d–2 of the Exchange Act among NYSE 

American LLC, Cboe BZX Exchange, Inc., the 

Cboe EDGX Exchange, Inc., Cboe C2 

Exchange, Inc., Cboe Exchange, Inc., Nasdaq 

ISE, LLC, Financial Industry Regulatory 

Authority, Inc., NYSE Arca, Inc., The Nasdaq 

Stock Market LLC, BOX Exchange LLC, 

Nasdaq BX, Inc., Nasdaq PHLX LLC, Miami 

International Securities Exchange, LLC, 

Nasdaq GEMX, LLC, Nasdaq MRX, LLC, 

MIAX PEARL, LLC, MIAX Emerald, LLC, and 

MEMX LLC approved by the Commission on 

November 23, 2022 involving options-related 

market surveillance matters and such 

agreements as may be amended from time to 

time. 

20. Counterparts. This Agreement may be 

executed in one or more counterparts, each 

of which shall be deemed an original, and 

such counterparts together shall constitute 

one and the same instrument. 

* * * * * 

Exhibit 1 

PHLX Certification of Common Rules 

PHLX hereby certifies that the 

requirements contained in the rules listed 

below for PHLX are identical to, or 

substantially similar to, the comparable 

FINRA Rules or SEC Rules identified. 

# Common Rules shall not include 

provisions regarding (i) notice, reporting or 

any other filings made directly to or from 

PHLX, (ii) incorporations by reference to 

other PHLX Rules that are not Common 

Rules, (iii) exercise of discretion in a manner 

that differs from FINRA’s exercise of 

discretion including, but not limited to 

exercise of exemptive authority, by PHLX, 

(iv) prior written approval of PHLX, and (v) 

payment of fees or fines to PHLX. 

PHLX Rule FINRA or SEC Rule 

General 2, Section 11 Contact Information Requirements # ................... 4517. Member Filing and Contact Information Requirements. 

General 3, Rule 1002(b) Qualifications of Exchange Members and Associated Persons; Registration of Branch Offices and Designation of 

Office of Supervisory Jurisdiction #.

FINRA By-Laws Article III, Sec. 1; FINRA By-Laws Article III, Sec. 3(a) 

and (b). 


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85342 Federal Register / Vol. 88, No. 234 / Thursday, December 7, 2023 / Notices 

14 15 U.S.C. 78q(d)(1). 

15 17 CFR 240.17d–2. 

PHLX Rule FINRA or SEC Rule 

General 3, Rule 1002(d). Qualifications of Exchange Members and Associated Persons; Registration of Branch Offices and Designation of 

Office of Supervisory Jurisdiction #.

3110(a)(3) Supervision and SM .01 and .02. Supervision* and FINRA 

By-Laws Article IV, Sec. 8. 

General 3, Rule 1012(c)(1). Duty to Ensure the Accuracy, Completeness, and Current Nature of Membership Information Filed with the 

Exchange #.

1122. Filing of Misleading Information as to Membership or Registration; FINRA By-Laws Article IV, Sec. 1(c). 

General 4, Section 1, 1210. Registration Requirements # ....................... 1210. Registration Requirements; FINRA By-Laws, Article V, Sec. 1; 

FINRA By-Laws, Article V, Sec. 2; FINRA By-Laws, Article V, Sec. 3. 

General 4, Section 1, 1220. Registration Categories 1# .......................... 1220. Registration Categories. 

General 4, Section 1, Rule 1230(1)–(2)(D) and Supplementary Material 

.01. Associated Persons Exempt from Registration #.

1230. Associated Persons Exempt from Registration. 

General 4, Section 1, 1240. Continuing Education Requirements 2# ...... 1240. Continuing Education. 

General 4, Section 1, 1250. Electronic Filing Requirements for Uniform 

Forms #.

1010. Electronic Filing Requirements for Uniform Forms. 

General 9, Section 1(b). Manipulative Operations and General 9, Section 2(b)(i) Customers’ Securities and Excessive Trading of Members.2020. Use of Manipulative, Deceptive or Other Fraudulent Devices*; 

6140 Other Trading Practices; 5350 Stop Orders; 6130 Transactions 

Related to Initial Public Offerings. 

General 9, Section 1(c)(1). Standards of Commercial Honor and Principles of Trade.2010. Standards of Commercial Honor and Principles of Trade *. 

General 9, Section 1(a). Prohibition Against Trading Ahead of Customer Orders.5320. Prohibition Against Trading Ahead of Customer Orders. 

General 9, Section 1(c)(2). Anti-Intimidation/Coordination ...................... 5240. Anti-Intimidation/Coordination. 

General 9, Section 1(c)(3). Conduct Inconsistent with Just and Equitable Principles of Trade.5290. Order Entry and Execution Practices. 

General 9, Section 2(a). Customers’ Securities and Excessive Trading 

of Members.

2150(a). Improper Use of Customers’ Securities or Funds; Prohibition 

Against Guarantees and Sharing in Accounts. 

General 9, Section 11. Best Execution and Interpositioning ................... 5310. Best Execution and Interpositioning. 

General 9, Section 19. Discretionary Accounts ....................................... 3260. Discretionary Accounts. 

General 9, Section 20. Supervision ......................................................... 3110. Supervision. 

General 9, Section 30. Books and Records ............................................ 4511. General Requirements. 

General 9, Section 35. Nonregistered Foreign Finders ........................... Rule 2040(c). Payments to Unregistered Persons. 

General 9, Section 39. Fidelity Bonds ..................................................... 4360. Fidelity Bonds. 

General 9, Section 58. Advertisements, Market Letters, Research Reports and Sales Literature.2210. Communications with the Public. 

Options 6E, Section 1(a). Maintenance, Retention and Furnishing of 

Books, Records and Other Information #.

4511(a). General Requirements. 

Options 10, Section 7(g) and (h).# Supervision of Accounts .................. 3120. Supervisory Control System. 

3130. Annual Certification of Compliance and Supervisory Processes. 

Options 10, Section 10. Confirmations to Customers .............................. 2232. Customer Confirmations. 

Options 10, Section 17. Profit Sharing ..................................................... 2150(c). Improper Use of Customers’ Securities or Funds; Prohibition 

Against Guarantees and Sharing in Accounts. 

1FINRA shall only have Regulatory Responsibilities regarding General 4, Section 1, 1220 to the extent that PHLX recognizes the same categories of limited principal and representative registration. 2FINRA Rule 1240.01 allows for other persons to make their election to participate in the continuing education program under Rule 1240(c) either (1) between January 31, 2022, and March 15, 2022; or (2) between March 15, 2023, and December 31, 2023. In contrast, Supplementary 

Material .02 of Nasdaq PHLX General 4, Section 1, 1240 allows for other persons to make their election to participate in the continuing education 

program under PHLX General 4, Section 1, 1240(c) either (1) by March 15, 2022, or (2) between July 6, 2023, and December 31, 2023. Therefore, FINRA shall not have Regulatory Responsibilities regarding elections made by other persons under General 4, Section 1, 1240(c) between 

March 15, 2023, and July 5, 2023. 

* FINRA shall not have any Regulatory Responsibilities for these rules as they pertain to violations of insider trading activities, which is covered 

by a separate 17d–2 Agreement by and among Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., NYSE Chicago, Inc., Cboe EDGA Exchange Inc., Cboe EDGX Exchange Inc., Financial Industry Regulatory Authority, Inc., MEMX, LLC, MIAX PEARL, LLC, Nasdaq BX, Inc., 

Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, NYSE National, Inc., New York Stock Exchange, LLC, NYSE American LLC, NYSE Arca 

Inc., Investors’ Exchange LLC, and the Long-Term Stock Exchange, Inc. as approved by the SEC on September 23, 2020. 

In addition, the following provisions shall 

be part of this 17d–2 Agreement: 

The following provisions are covered by 

the Agreement between the Parties: 

• SEC ’34 Act Section 28(e) Effect on 

Existing Law 

• SEC ’34 Act Rule 10b–10 Confirmation of 

Transactions 

• SEC ’34 Act Rule 203 of Regulation SHO 

Borrowing and Delivery Requirements 

• SEC ’34 Act Rule 606 of Regulation NMS 

Disclosure of Order Routing Information 

• SEC ’34 Act Rule 607 of Regulation NMS 

Customer Account Statements 

• SEA Rule 14e–4—Prohibited Transactions 

in Connection with Partial Tender Offers∧

∧FINRA shall perform surveillance, 

investigation, and Enforcement 

Responsibilities for SEA Rule 14e– 

4(a)(1)(ii)(D). 

III. Date of Effectiveness of the 

Proposed Plan and Timing for 

Commission Action 

Pursuant to section 17(d)(1) of the 

Act 14 and Rule 17d–2 thereunder,15

after December 22, 2023, the 

Commission may, by written notice, 

declare the plan submitted by PHLX and 

FINRA, File No. 4–818, to be effective 

if the Commission finds that the plan is 

necessary or appropriate in the public 

interest and for the protection of 

investors, to foster cooperation and 

coordination among self-regulatory 

organizations, or to remove 

impediments to and foster the 

development of the national market 

system and a national system for the 

clearance and settlement of securities 

transactions and in conformity with the 

factors set forth in section 17(d) of the 

Act. 

IV. Solicitation of Comments 

In order to assist the Commission in 

determining whether to approve the 

proposed 17d–2 Plan and to relieve 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 88, No. 234 / Thursday, December 7, 2023 / Notices 85343 

16 17 CFR 200.30–3(a)(12). 

PHLX of the responsibilities which 

would be assigned to FINRA, interested 

persons are invited to submit written 

data, views, and arguments concerning 

the foregoing. Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/other.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number 4– 

818 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, Station Place, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number 4–818. This file number should 

be included on the subject line if email 

is used. To help the Commission 

process and review your comments 

more efficiently, please use only one 

method. The Commission will post all 

comments on the Commission’s internet 

website (http://www.sec.gov/rules/ 

other.shtml). Copies of the submission, 

all subsequent amendments, all written 

statements with respect to the proposed 

rule change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

plan also will be available for inspection 

and copying at the principal offices of 

PHLX and FINRA. Do not include 

personal identifiable information in 

submissions; you should submit only 

information that you wish to make 

available publicly. We may redact in 

part or withhold entirely from 

publication submitted material that is 

obscene or subject to copyright 

protection. All submissions should refer 

to File No. 4–818 and should be 

submitted on or before December 22, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–26800 Filed 12–6–23; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration # 20117 and # 20118; 

New York Disaster Number NY–20002] 

Administrative Disaster Declaration of 

a Rural Area for the State of New York 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a notice of an 

Administrative disaster declaration of a 

rural area for the State of New York 

dated 12/01/2023. 

Incident: Severe Storms and Flooding. 

Incident Period: 07/09/2023 through 

07/10/2023. 

DATES: Issued on 12/01/2023. 

Physical Loan Application Deadline 

Date: 01/30/2024. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 9/03/2024. 

ADDRESSES: Visit the MySBA Loan 

Portal at https://lending.sba.gov to 

apply for a disaster assistance loan. 

FOR FURTHER INFORMATION CONTACT: 

Alan Escobar, Office of Disaster 

Recovery & Resilience, U.S. Small 

Business Administration, 409 3rd Street 

SW, Suite 6050, Washington, DC 20416, 

(202) 205–6734. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

Administrator’s disaster declaration of a 

rural area, applications for disaster 

loans may be submitted online using the 

MySBA Loan Portal https://

lending.sba.gov or other locally 

announced locations. Please contact the 

SBA disaster assistance customer 

service center by email at 

disastercustomerservice@sba.gov or by 

phone at 1–800–659–2955 for further 

assistance. 

Primary Counties: Clinton 

The Interest Rates are: 

Percent 

For Physical Damage: 

Homeowners with Credit Available Elsewhere ...................... 5.000 

Homeowners without Credit 

Available Elsewhere .............. 2.500 

Businesses with Credit Available Elsewhere ...................... 8.000 

Percent 

Businesses without Credit 

Available Elsewhere .............. 4.000 

Non-Profit Organizations with 

Credit Available Elsewhere ... 2.375 

Non-Profit Organizations without Credit Available Elsewhere ..................................... 2.375 

For Economic Injury: 

Business and Small Agricultural 

Cooperatives without Credit 

Available Elsewhere .............. 4.000 

Non-Profit Organizations without Credit Available Elsewhere ..................................... 2.375 

The number assigned to this disaster 

for physical damage is 201176 and for 

economic injury is 201180. 

The State which received an EIDL 

Declaration is New York. 

(Catalog of Federal Domestic Assistance 

Number 59008) 

Isabella Guzman, 

Administrator. 

[FR Doc. 2023–26895 Filed 12–6–23; 8:45 am] 

BILLING CODE 8026–09–P 

DEPARTMENT OF STATE 

[Public Notice: 12278] 

Overseas Schools Advisory Council 

Notice of Meeting 

SUMMARY: The Overseas Schools 

Advisory Council, Department of State, 

will hold its January Committee 

Meeting. This meeting is open to the 

public. 

DATES: Thursday, January 31, 2024, from 

9 a.m. until approximately 4 p.m. 

ADDRESSES: Conference Room 1107, 

Department of State, 2201 C Street NW, 

Washington, DC. 

SUPPLEMENTARY INFORMATION: The 

Overseas Schools Advisory Council 

works closely with the U.S. business 

community on improving those 

American-sponsored schools overseas 

that are assisted by the Department of 

State and attended by dependents of 

U.S. Government employees, and the 

children of employees of U.S. 

corporations and foundations abroad. 

This meeting will address issues 

related to the work and the support 

provided by the Overseas Schools 

Advisory Council to the Americansponsored overseas schools. There will 

be a report and discussion about the 

status of the Council-sponsored Child 

Protection Project and discussion on a 

possible project addressing school based 

mental health issues. The Council will 

also receive a report from a 

representative of the College Board. 


ddrumheller on DSK120RN23PROD with NOTICES1